No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.
Appears in 7 contracts
Samples: Common Stock Purchase Warrant (Personnel Group of America Inc), Common Stock Purchase Warrant (Access Worldwide Communications Inc), Common Stock Purchase Warrant (Headway Corporate Resources Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be reasonably necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock on upon the exercise of this Warrant.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Northstar Realty), Common Stock Purchase Warrant (Northstar Realty), Common Stock Purchase Warrant (Northstar Realty)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchangedissolution, dissolution issuance or sale of securities, sale or other transfer of any of its assets or properties, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereunder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication)foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on issuable upon the exercise of this Warrant above the amount payable therefor on such exercise or exercise, and (b) will take all such action as that may be necessary or appropriate so in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on (and any other capital stock or other securities) upon the exercise of this Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Uni-Pixel), Common Stock Purchase Warrant (Uni-Pixel), Common Stock Purchase Warrant (Tudor Investment Corp Et Al)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Arbor Realty Trust Inc), Common Stock Purchase Warrant (Arbor Realty Trust Inc), Common Stock Purchase Warrant (Arbor Realty Trust Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Parent Co), Common Stock Purchase Warrant (Parent Co), Common Stock Purchase Warrant (Parent Co)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this the Warrant, including without limitation the adjustments required under Section 6 7 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this the Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this the Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this the Warrant.
Appears in 3 contracts
Samples: Warrant Agreement (Usani LLC), Warrant Agreement (Usani LLC), Bridge Loan Warrant Agreement (Styleclick Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this the Warrant, including without limitation the adjustments required under Section 6 7 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this the Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Class B Common Stock receivable on the exercise of this the Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Class B Common Stock on the exercise of this the Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Usani LLC), Media Warrant Agreement (Styleclick Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be reasonably necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock on upon the exercise of this Warrant.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this any Warrant, including without limitation the adjustments required under terms of Section 6 8 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this any Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this any Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this any Warrant.
Appears in 1 contract
Samples: Warrant Agreement (Eon Labs Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate (or articles) of Incorporation incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 3 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.
Appears in 1 contract
Samples: Additional Warrant Side Letter Agreement (KBS International Holdings Inc.)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Digitalnet Holdings Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Oncure Technolgies Corp)
No Dilution or Impairment. (a) The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this any Warrant, including without limitation the adjustments required under Section 6 7 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this any Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this any Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this any Warrant.
Appears in 1 contract